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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March
5, 2026 (February 24, 2026)
Cuentas, Inc.
(Exact name of registrant as specified in its charter)
| Florida |
|
001-39973 |
|
20-3537265 |
| (State or other jurisdiction of |
|
(Commission File Number) |
|
(I.R.S. Employer |
| incorporation or organization) |
|
|
|
Identification Number) |
235 Lincoln Rd., Suite 210
Miami Beach, FL
(Address of principal executive offices)
33139
(Zip Code)
305-537-6832
(Registrant’s telephone number, including area
code)
N/A
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
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| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered under Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of
the Act:
Common Stock, $0.001 par value
Warrants, each exercisable for one share of Common
Stock
(Title of class)
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Confidential Conditional Satisfaction Agreement with Spectrum Intelligence
Communications Agency, LLC
On February 24, 2026, Cuentas, Inc. (the “Company”) entered
into a Confidential Conditional Satisfaction Agreement (the “Satisfaction Agreement”) with Spectrum Intelligence Communications
Agency, LLC (“Spectrum”) relating to a judgment entered against the Company in the matter styled Spectrum Intelligence Communications
Agency, LLC v. Limecom, Inc., Case No. 2018-027150-CA-01, in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade
County, Florida.
Pursuant to the Satisfaction Agreement, Spectrum agreed to accept $650,000
as full satisfaction of the judgment, consisting of (i) $350,000 in cash and (ii) an equity component valued at $300,000. In connection
with the equity component, the Company agreed to issue 600,000 shares of its common stock to Spectrum (or its designee), subject to the
terms and conditions set forth in the Satisfaction Agreement. The Satisfaction Agreement also provides that the Company will file a registration
statement covering the resale of such shares.
The foregoing description of the Satisfaction Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Satisfaction Agreement, which is filed as an exhibit
to this Current Report on Form 8-K and incorporated herein by reference.
Side Letter with World Mobile Group Ltd.
On March 1, 2026, the Company entered into a Side Letter (the “Side
Letter”) with World Mobile Group Ltd. (“WMG”) in connection with and as a side arrangement to the Convertible Note Purchase
Agreement and convertible promissory notes previously issued by the Company to WMG.
Pursuant to the Side Letter, for so long as certain conditions remain
in effect, including while any WMG Note remains outstanding or while WMG owns at least five percent (5%) of the Company’s outstanding
common stock, the Company agreed that certain corporate actions will require the approval of the director(s) appointed by WMG (or, until
such appointment, WMG) and Shalom Arik Maimon, including among other matters certain issuances of equity or debt securities (subject to
specified exceptions), amendments to the Company’s organizational documents, certain mergers or reorganizations, certain dispositions
of material intellectual property, changes to the Company’s principal business, dividends or redemptions, and certain related-party
transactions.
The foregoing description of the Side Letter does not purport to be
complete and is qualified in its entirety by reference to the full text of the Side Letter, which is filed as an exhibit to this Current
Report on Form 8-K and incorporated herein by reference.
Securities Purchase Agreement with P.W. Janssen
On February 26, 2026, the Company entered into a Securities Purchase Agreement with P.W. Janssen (“Janssen”), pursuant to
which the Company issued and sold to Janssen 714,286 share of the Company’s common stock (the “Shares”), and a five-year
warrant to purchase up to 714,286 additional shares of common stock (the “Warrant”) , for aggregate gross proceeds of $300,000
($0.42 per unit). The exercise price of the Warrant is $0.42 per share, subject to anti-dilution adjustments. The Company granted Janssen
piggyback registration rights with respect to the resale of the shares issued and issuable pursuant to the Securities Purchase Agreement.
The foregoing description of the Securities Purchase Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which
is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
On February 25, 2026, World Mobile Group
Ltd. (“WMG”) converted promissory notes of Cuentas, Inc. (the “Company”) in the principal amount of $260,000 (the
“WMG Notes”) into 1,277,018 shares of the Company’s common stock, representing approximately 18.5% of the Company’s
outstanding shares of common stock. The issuance of the Shares upon conversion of the WMG Notes was exempt from the registration requirements
of the Securities Act of 1933, as amended, (the “Securities Act”) pursuant to Section 3(a)(9) of the Securities Act.
On March 4, 2026, the Company issued and sold to Janssen the Shares and Warrant referred to in Item 1.01 above, for aggregate gross proceeds
of $300,000. The exercise price of the Warrant is $0.42 per share, subject to anti-dilution adjustments. The Shares and the Warrant were
offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended,
and/or Rule 506(b) of Regulation D promulgated thereunder
Also on February 24, 2026, pursuant to the
Satisfaction Agreement described in Item 1.01 above, the Company agreed to issue 600,000 shares of the Company’s common stock to
Spectrum (or its designated assignee). The issuance of such shares will be exempt from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) and/or Rule 506 (b) of Regulation D promulgated
thereunder.
Item 7.01 Regulation FD Disclosure
On February 25, 2026, the Company issued a press release
(the “Press Release”) announcing the conversion of the WMG Notes. The Press Release is attached hereto as Exhibit
99.1 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit
99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be
deemed to be incorporated by reference into the filings of Cuentas under the Securities Act of 1933, as amended, (the “Securities
Act”) or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will
not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 |
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Confidential Conditional Satisfaction Agreement with Spectrum Intelligence Communications Agency, LLC |
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10.2 |
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Securities Purchase Agreement with P.W. Janssen |
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10.3
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Side Letter with World Mobile Group Ltd. |
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| 99.1 |
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Press Release issued February 25, 2026. |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of
the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CUENTAS INC. |
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| Date: March 5, 2026 |
By: |
/s/ Shalom Arik Maimon |
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|
Shalom Arik Maimon |
| |
|
Chief Executive Officer |
Exhibit 99.1
World
Mobile Group Ltd Converts Payable Notes Into Equity, Acquiring Approximately 18.5% of Cuentas Inc. and Deepening a High-Growth Strategic
Alliance
Miami
Beach, FL and London, UK, Feb. 25, 2026 (GLOBE NEWSWIRE) -- Cuentas Inc. (OTCQB: CUEN) and World Mobile Group Ltd today announced a transformative
equity transaction in which World Mobile Group Ltd exercised its payable notes in exchange for 1,277,018 shares of common stock of Cuentas
Inc., representing approximately 18.5% ownership of the Company. This strategic conversion signals a strong vote of confidence in Cuentas’
platform and accelerates the companies’ shared mission to build a next-generation mobile, blockchain, and media ecosystem.
Cuentas
Inc. and World Mobile Group Ltd. (UK) jointly own World Mobile LLC. World Mobile Group Ltd. owns and manages the rapidly expanding WMTx
crypto token ecosystem, which has generated over 1.5 billion tokens in average daily trading volume over the last 30 days, underscoring
rising global adoption, liquidity, and market momentum.
Together,
Cuentas Inc. and World Mobile Group Ltd are aggressively pursuing growth through an integrated strategy that combines mobile phone services,
advanced security solutions, blockchain infrastructure, and media distribution. The companies are building a scalable platform designed
to empower consumers, creators, and broadcasters, unlocking new revenue streams while expanding reach across domestic and international
markets.
The
partnership is driven by closely aligned leadership. Shalom Arik Maimon, CEO of Cuentas Inc., and Micky Watkins, CEO of World Mobile
Group Ltd., bring more than 40 years of shared industry experience, execution expertise, and global relationships to the table. Their
collaboration is focused on turning proven assets into a powerful, unified market offering.
Mr.
Maimon’s acquisition of an exclusive mobility license more than a decade ago now forms the foundation of a bold U.S. rollout, enhanced
by Mr. Watkins’ track record in blockchain, telecommunications, and digital infrastructure. The companies are also advancing plans
to expand into media, broadcasting, and celebrity-driven content initiatives, positioning the platform at the intersection of connectivity,
culture, and commerce.
“This
equity conversion is not just a financial transaction, it’s a statement of belief in what we are building,” said Shalom Arik
Maimon, CEO of Cuentas Inc. “With CUEN trading on the OTCQB and our strategic partner now our largest shareholder, we are accelerating
execution and positioning Cuentas for meaningful growth in the U.S. and beyond.”
Micky
Watkins, CEO of World Mobile Group Ltd., added, “By aligning ownership, leadership, and vision, we are moving faster to deliver
disruptive mobile services, blockchain-powered solutions, and creator-focused opportunities to a global audience.”
About
Cuentas, Inc. (OTCQB: CUEN)
CUENTAS,
Inc. is an integrated communications, entertainment, and lifestyle platform company that delivers a mobile-first consumer experience.
Through proprietary technology and strategic media alliances, CUENTAS combines mobile telephony, premium entertainment content, and digital
lifestyle services into a single, vertically integrated ecosystem. Through its 51% ownership of World Mobile LLC, CUENTAS integrates
existing and emerging technologies to deliver reliable and unique mobile services, including voice, text, data, VPN-enabled connectivity,
and next-era communications solutions. These services are designed to seamlessly support high-quality media consumption and live interactive
entertainment. Through its 51% ownership of World Mobile Media Group LLC, CUENTAS is modernizing the entertainment marketplace by building
a leading decentralized media platform that combines licensed and original content, live events, creator-driven programming, and socially
impactful content that drives fan engagement and mobile subscribers. It delivers top-tier talent through a proven, high-performance transmission
platform and monetizes premium entertainment via pay-per-minute, pay-per-event, and free, ad-supported on-demand programming to maximize
reach, engagement, and diversified revenue. CUENTAS' mobile network serves as the exclusive distribution platform for its entertainment
offerings, unifying a consumer that integrates connectivity, content, and lifestyle services.
Shalom
Arik Maimon, Chief Executive Officer
For
media and investor inquiries:
Investor Relations
Email: info@cuentas.com
https://cuentas.com/
About
World Mobile Group Ltd
World Mobile is revolutionizing how the world connects. Innovation should serve humanity—not corporations. Mobile networks are
essential in today’s world, yet we’ve surrendered control to Big Wireless, which profits from our data while leaving half
the world disconnected and many major cities with unreliable coverage. The digital world is evolving, but mobile networks remain stuck
in the past. Customers are paying more for less, with limited coverage and personal data being treated like a commodity. Privacy is a
right, not a privilege. Enough is enough. It’s time for a mobile network that works for people, not against them. World Mobile
is building a mobile network that puts people in control. Imagine a mobile network that delivers reliable connectivity everywhere, a
network that rewards users for participating and gives them power over their privacy and data. World Mobile is building a decentralized
mobile network—owned and operated by the people, for the people, everywhere. From bustling cities to the most remote corners of
the world, World Mobile is connecting everyone, ensuring no one is left behind. This is connectivity on your terms. Join the movement
and reclaim power over your mobile experience. The telecom industry was designed to keep control in the hands of a few. World Mobile
is changing that. World Mobile is a decentralized mobile network, built for accessibility, security, and fairness. At its core, World
Mobile Chain—the first telecoms blockchain—ensures every interaction is secure, verifiable, and tamper-proof, creating a
trustless system where data integrity is protected, and privacy isn’t an afterthought. No centralized control. No middlemen. Just
a network that rewards participation, scales where traditional telecoms won’t, and puts ownership back where it belongs—with
you.Micky Watkins, CEO, Chief Executive Officer
For
media and investor inquiries:
Investor Relations
https://worldmobile.io/
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of U.S. federal securities laws. All statements other
than statements of historical fact are forward-looking statements, including statements regarding the Company’s plans and expectations
relating to its SEC reporting status, any potential listing on a major U.S. exchange or relisting on the Nasdaq Capital Market,
business strategy, future operations, and prospects.
Forward-looking
statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are
beyond the Company’s control. Actual results may differ materially from those expressed or implied by any forward-looking statement.
Important factors that could cause actual results to differ materially include, among others, the Company’s ability to continue
to meet SEC reporting obligations, , to obtain necessary approvals, to fund its operations, and to execute its business strategy, as
well as other risks described in the Company’s filings with the SEC.
Any
forward-looking statement speaks only as of the date of this press release, and the Company undertakes no obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
